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Shareholder Operating Agreement
"I need a Shareholder Operating Agreement for my new UK-based tech startup with three founding shareholders, including specific provisions for future investment rounds and a detailed vesting schedule for founders' shares."
1. Parties: Identification of all shareholders and the company
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Share Capital and Shareholders: Details of shareholding structure and classes
5. Management and Decision Making: Governance structure and voting rights
6. Transfer of Shares: Rules for selling or transferring shares
7. Reserved Matters: Decisions requiring special majority or unanimous consent
8. Dividend Policy: Rules and procedures for dividend distributions
9. Termination: Circumstances and procedures for terminating the agreement
10. General Provisions: Standard boilerplate clauses including notices, governing law, and jurisdiction
1. Tag-Along Rights: Protection for minority shareholders when majority sells
2. Drag-Along Rights: Ability to force minority shareholders to join in sale
3. Non-Compete Provisions: Restrictions on competitive activities for shareholders
4. Dead-Lock Provisions: Procedures for resolving situations where shareholders cannot reach agreement
5. Share Valuation: Methods and procedures for valuing shares in various circumstances
1. Schedule 1: Details of the Company: Company information including registered office, directors, share capital
2. Schedule 2: Initial Shareholders and Shareholdings: List of shareholders and their respective shareholdings
3. Schedule 3: Reserved Matters: Detailed list of decisions requiring special approval
4. Schedule 4: Deed of Adherence: Template for new shareholders joining the agreement
5. Schedule 5: Business Plan: Initial business plan and strategy of the company
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